To the Members,
Your Directors have immense pleasure in presenting the Thirty-Third (33rd) Integrated Annual Report on the business and operations of your Company together with the Audited Financial Statements for the financial year ended March 31, 2022.
1) FINANCIAL RESULTS:
The summarized financial performance for the financial year ended March 31,2022 on standalone and consolidated basis is given below:
(Rs in Lakhs)
|As at March 31, 2022||As at March 31, 2021||As at March 31, 2022||As at March 31, 2021|
|Net Sales/Income from Operations||161551.18||95425.81||161551.18||95425.81|
|Profit before Finance cost, Depreciation & Taxes||49499.44||37836.59||49505.09||37838.15|
|Profit before Depreciation & Taxes||49473.57||37815.40||49479.22||37816.96|
|Depreciation & Amortisation Expense||4548.63||4291.45||4548.63||4291.45|
|Profit before Taxation||44924.94||33523.95||44930.59||33525.51|
|Provision for Taxation - Current||10146||7574.33||10146||7574.33|
|Earlier year adjustment||(1092.37)||(1726.89)||(1092.37)||(1726.89)|
|Profit for the year||34661.86||26932.09||34667.51||26933.65|
|Items that will be reclassified to profit or loss remeasurements of defined benefit plans||(37.80)||(25.27)||(37.80)||(25.27)|
|Income Tax relating to items that will not be reclassified to profit or loss||9.51||6.36||9.51||6.36|
|Total other comprehensive income for the year, net of tax||(28.29)||(18.91)||(28.29)||(18.91)|
|Net Profit for the year||34633.57||26913.18||34639.22||26914.74|
2) HIGHLIGHT OF THE COMPANY PERFORMANCE / REVIEW OF OPERATIONS (STANDALONE AND CONSOLIDATED):
On a consolidated basis, the revenue for Financial Year (FY) 2021-22 was H 1,67,642.39 Lakh, higher by 71.05 percent over the previous years revenue of H 98,010.24 Lakh. The profit after tax (PAT) attributable to shareholders and non-controlling interests for FY 2021-22 was H 34,661.86 Lakh. The PAT attributable to shareholders for FY 2021-22 was H 34,633.57 Lakh.
On a standalone basis, the Net Sales/Income from operations achieved during the year is H 1,61,551.18 Lakh compared to H 95,425.81 Lakh in the previous year. The net profit after tax is H 34,667.51 Lakh as compared to H 26,933.65 Lakh in the previous year.
3) SHARE CAPITAL:
The paid up Equity Share Capital as at March 31, 2022 stood at 1,027.82 lakh. During the financial year 2021-22, there was no change in the Share Capital of the Company. The Company neither has issued any shares nor has granted any Stock Options nor any Sweat Equity Shares during the year.
4) CREDIT RATING:
The Credit Ratings issued by CARE RATINGS LIMITED are CARE AA; Stable (Double AA; Outlook: Stable) for its Long- term/Short-term Bank facilities and CARE A 1+ (A One Plus) for its Short-term Bank facilities.
5) TRANSFER TO RESERVE:
During the year under review, no amount was transferred to any Reserve by the Company.
6) STATE OF AFFAIRS:
The Company is engaged in the business of manufacturing of specialty organic intermediaries and monomers.
There has been no change in the business of the Company during the financial year ended March 31, 2022.
The Board of Directors has recommended a dividend of H 6.50 (Rupees Six and Fifty Paisa only) per equity share i.e. 650% on the equity shares of H 1/- (Rupees One) each. The final dividend on equity shares, if approved by the Members, would involve a cash outflow of H 6680.83 Lakh.
For FY 2021, the Company paid a total dividend of H 6/- per equity share of the face value of H 1/- each. The total cash outflow for FY 2021 amounted to H 6166.92 Lakh.
The dividend recommended is in accordance with the Companys Dividend Distribution Policy. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) is uploaded on the Companys website at https://vinatiorganics.com/wp-content/uploads/2021/05/ Dividend-Distribution-Policy-12th-May-2018.pdf
8) SCHEME OF AMALGAMATION:
The Board of Directors (Board) of Vinati Organics Limited at its meeting held on February 2, 2021 has approved Scheme of Amalgamation of Veeral Additives Private Limited (Transferor Company) with Vinati Organics Limited (Transferee Company) and their respective shareholders under Section 230-232 and other applicable provisions of the Companies Act, 2013 (Scheme).
The Company has also received approval from Stock Exchanges on the proposed Scheme from BSE Limited and National Stock Exchange of India Limited vide their Observations Letters dated October 5, 2021.
Presently the proposed Scheme is under consideration with National Company Law Tribunal, Mumbai Bench for their observations (if any) and approval.
The Scheme is subject to the receipt of approval from the requisite majority of the shareholders and creditors of the
Transferor Company and the Transferee Company (together referred to as Amalgamating Companies) (unless dispensed with), approval by the Mumbai Bench of the NCLT having jurisdiction over the Amalgamating Companies, MCA/ROC, Regional Director and such other approvals, permissions and sanctions of regulatory and other statutory authorities / quasijudicial authorities, as may be necessary.
9) SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANY:
Veeral Organics Pvt. Ltd. (VOPL) is wholly owned subsidiary of Vinati Organics Limited (the "Company") other than VOPL the Company does not have any subsidiaries, Associates and Joint Venture Companies.
Pursuant to Section 129(3) of the Companies Act, 2013 ("the Act") read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Companys Subsidiaries in Form AOC-1 is attached to the financial statements and not repeated in this report to avoid duplication.
The audited financial statement including the consolidated financial statement of the Company and all other documents required to be attached thereto is available on the Companys website and can be accessed at https://vinatiorganics.com/financial-information.
The financial statements of the subsidiary, as required, are available on the Companys website and can be accessed at https://vinatiorganics.com/financial-information.
The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Companys website and can be accessed at https://vinatiorganics.com/wp-content/uploads/2022/06/material-subsidiaries-policy.pdf
The properties and insurable interest of your company like Building, Plant and Machinery, Inventories etc. are properly insured.
Directors & Officers Liability (D & O) policy covers the Directors and Officers of the Company against the risk of third-party claims arising out of their actions / decisions in the normal course of discharge of their duties, which may result in financial loss to any third party.
11) DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of the Companies Act, 2013 the ("the Act") and applicable clauses of the Articles of Association of the Company Mr. Jayesh Ashar, Director - Operations of the Company retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. The Board recommends his reappointment as Director - Operations for your approval. The brief profile of Mr. Jayesh Ashar and the resolution for his appointment as Director - Operations are given in the Notice of the 33rd Annual General Meeting (AGM), no other Director(s) and their respective relatives is interested in the said resolution.
The Company has 4 (four) Independent Directors, namely, Mr. J.C Laddha, Mr. Adesh Gupta, Ms. Mona Bhide and Prof. M. Lakshmi Kantam. The Company has received all the applicable declarations under Section under 149(7) of the Act, Rule 6(3) of the Companies (Appointment and Qualification of Directors) 5th Amendment Rules, 2019 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") from each Independent Director. There have been no circumstances affecting their status as Independent Director of the Company. No Director of the Company is disqualified under any law to act as a Director.
During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.
Key Managerial Personnel: Shri Vinod Saraf - Chairman, Ms. Vinati Saraf Mutreja - Chief Executive Officer and Managing Director, Ms. Viral Saraf Mittal - Director-CSR, Mr. Jayesh Ashar- Director - Operations, Mr. N. K. Goyal - Chief Financial Officer (CFO) and Mr. Milind Wagh - Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company in accordance with Sections 2(51) and 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).
12) POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this report. The Remuneration policy has been posted on website of the Company at https://vinatiorganics.com/wp-content/uploads/2021/05/ remuneration-policv.pdf
For the financial year 2021-2022, the Company did not invite or accept any Deposits within the meaning of Sections 73 and 76 of the Act and the relevant Rules made thereunder as such, no amount of principal or interest was outstanding as on the date of balance sheet from public.
14) FOREIGN EXCHANGE EARNINGS AND OUTGO:
The company had a total foreign exchange earnings and outgo as provided below during the year ended March 31, 2022:
Foreign Exchange Earnings - H1,10,391.36 Lakh.
Foreign Exchange Outgo - H24,336.70 Lakh.
15) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:
Information as per Section 134(3)(m) of the Act, read with Companies (Accounts) Rules, 2014, relating to the above head are given in Annexure A forming part of this report.
16) HUMAN RESOURCE:
The Company has effective HR systems to make the performance appraisals and working more transparent. Greater operational and financial details are shared with the management cadre with a view to having their deeper involvement and for development of human resources. The Company has a Code of Business Ethics for its employees.
The Groups Corporate Human Recourses function has played and continues to play an integral role in the Companys talent management process.
The permanent employee strength of the Company was 1009 as on March 31, 2022.
17) QUALITY INITIATIVES:
Sustained commitment to highest levels of quality, best inclass service management, robust information security practices and mature business continuity processes helped the Company attain significant milestones during the year.
The Companys equity shares are listed at BSE Limited and National Stock Exchange of India Limited. We confirm that the Listing fee for the financial year 2022 - 23 has been paid. The stock code of the Company at BSE Limited is 524200 and National Stock Exchange of India Limited is VINATIORGA.
19) SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS, COURTS AND TRIBUNALS:
No significant and material order has been passed by the Regulators, Courts, Tribunals impacting the going concern status and Companys operations in future.
20) DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:
i. in the preparation of the Annual Accounts, the applicable accounting standards have been followed;
ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;
vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2021 - 22.
21) MATERIAL CHANGES AFTER BALANCE SHEET DATE (MARCH 31, 2022):
No material changes and commitments affecting the financial position of the Company have occurred between the end of the Financial Year (FY 21-2022) of the Company to which the Financial Statements relate and the date of this report.
22) CORPORATE GOVERNANCE AND
MANAGEMENTS DISCUSSION AND ANALYSIS REPORTS:
The Corporate Governance along with the certificate from the Auditors of the Company certifying compliance of the conditions of the Corporate Governance as required under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Managements Discussion and Analysis Reports, which form an integral part of this report, are set out in separate annexure to this report. (See Annexure B, C & D)
The Company is required to make disclosure under Section 134 of the Act for its employee drawing remuneration in excess of H1.02 Cr PA or H8.50 Lakh Per month. (See Annexure E)
Employee holding 2% or more of the equity shares himself/ herself or along with his/her spouse:
1. Mr. Vinod Saraf - Executive Chairman - 13900582 shares - 13.52%.
2. Mrs. Kavita Vinod Saraf - Spouse - 12414456 shares - 12.08%.
24) NO CHANGE IN THE CLASS AND NATURE OF THE BUSINESS OF COMPANY OR ITS SUBSIDIARIES:
There has been no change in the class and nature of the business of the Company and its Subsidiary Company.
25) CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Corporate Social Responsibility (CSR) Committee was constituted on May 10, 2014 and was reconstituted on June 13, 2020 as per Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. This committee comprises of 4 Directors of the Company.
All the members of Corporate Social Responsibility Committee
i.e. Prof. M. Lakshmi Kantam - Chairperson of the CSR Committee, Mr. Vinod Saraf - Chairman, Ms. Vinati Saraf
Mutreja - Managing Director & CEO, & Ms. Viral Saraf Mittal - Director - CSR have good knowledge and exposure to utilize the Companys resources towards its Corporate Social Responsibility. The Corporate Social Responsibility policy is available on Companys website at https://vinatiorganics.com/ wp-content/uploads/2022/02 /csr-policy.pdf
The Company has entered into a MOU with Collective Good Foundation (Samhita) and Swadesh Foundation for CSR activities and has also supported other NGOs for CSR activities.
For the Financial year 2021-2022 the Company was required to spend H790.08 Lakh (around 2% of the average net profits of last three financial years) on CSR activities. Out of which the Company has spent H448.45 Lakh and balance unspent CSR amount of H341.75 Lakh has been transferred to Separate Bank Account i.e. Unspent Corporate Social Responsibility Account (UCSRA) in accordance with Sec 135 of the Companies Act, 2013. The Annual Report on CSR Activities is enclosed as Annexure F to this Report.
26) ESOP/ ESOS:
During the year under review, the Company did not issue any shares under "VOL Employee Stock Option Plan 2019" ("ESOP 2019"/ "Plan") Scheme of the Company. The ESOP 2019 Scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 (the SBEB Regulations).
Pursuant to the approval by the shareholders, the Company can grant upto 200000 options to the eligible employees of the Company under the ESOP 2019.
27) POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
The Company has in place a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Prevention of Sexual Harassment of Women at Workplace Act") and Rules framed thereunder. The Company has formed an Internal Complaints Committee consisting of Ms. Vinati Saraf Mutreja, Managing Director & CEO, Ms. Viral Saraf Mittal, Director - CSR and, Advocate Ms. Satyapriya M. Rao - Member to redress complaints received regarding sexual harassment.
The Company has ensured organization wide dissemination of the Policy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act by conducting sessions throughout the Company.
During the period under review, no complaints were received. The Company is committed to providing a safe and conducive work environment to all of its employees and associates. The Sexual Harassment policy posted on the website of the Company at https://vinatiorganics.com/wp-content/ uploads/2021/05/policv-against-sexual-harassment.pdf
28) ANNUAL RETURN:
As per provisions of Section 92(3) and 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the copy of the Annual Return in the Form MGT-7 is placed on the website of the Company at www.vinatiorganics.com.
29) RISK MANAGEMENT:
The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The risk management policy has been posted on website of the Company at https://vinatiorganics.com/wp-content/ uploads/2021/05/risk-management-policy .pdf
30) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
The particulars of Loans given, Guarantees given, securities provided and investments made by the Company are within the limits prescribed under the Section 186 of the Companies Act, 2013 and details for the same are given in the notes to the financial statements.
31) PARTICULARS OF EMPLOYEES:
The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:
a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:
|Sr. No.Whole-Time Directors||Ratio to median remuneration|
|1. Mr. Vinod Banwarilal Saraf, Chairman||32.31|
|2. Ms. Vinati Saraf Mutreja, Managing Director & CEO||22.62|
|3. Ms. Viral Saraf Mittal, Director - CSR||12.94|
|4. Mr. Jayesh Ashar||20.53|
b. The percentage increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year:
|Directors, Chief Executive Officer, Chief Financial Officer & Company Secretory||% increase in remuneration in the financial year|
|1. Mr. Vinod Banwarilal Saraf, Chairman||10%|
|2. Ms. Vinati Saraf Mutreja, Managing Director & CEO||10%|
|3. Ms. Viral Saraf Mittal, Director - CSR||10%|
|4. Mr. Jayesh Ashar, Director - Operations||9.42%|
|5. Mr. N. K. Goyal, Chief Financial Officer||10%|
|6. Mr. Milind Wagh, Company Secretary||10%|
c. The percentage increase in the median remuneration of employees in the financial year: 8.67%.
d. The number of permanent employees on the roll of Company: 1009.
e. The explanation on the relationship between average increase in remuneration and Company performance.
The increase in remuneration is in line with the market trends. In order to ensure that remuneration reflects company performance, the performance pay is also linked to organization performance, apart from an individuals performance.
f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:
|Aggregate remuneration of key managerial personnel (KMP) in FY22 (H in Lakh)||633.00|
|Revenue (H in Lakh)||161551.18|
|Remuneration of (KMP) as a percentage of revenue||0.39%|
|Profit before tax (PBT) (H in Lakh)||44930.59|
|Remuneration of (KMP) as % of PBT||1.41%|
g. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:
|Particulars||March 31, 2022||March 31, 2021||% change|
|Market capitalization (H In Lakh)||2004249.98||1438948.70||39.29%|
|Price earnings ratio||57.83||53.44||8.21%|
h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:
|Particulars||March 31, 2022 (H)||November 11, 1991 (IPO)*||% change|
|Market Price (BSE)||1950||0.67||291045%|
|Market Price (NSE)||1950||0.67||291045%|
* Adjusted for 1:2 bonus issue in 2007, splits of Face Value of shares from H 10/- to H 2/- and from H 2/- to H 1/- in March 11,2009 and February 6, 2020 respectively.
i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
Increase in managerial remuneration was 10% only.
j. Comparison of each remuneration of the key managerial personnel against the performance of the Company:
(Rs in Lakhs)
|Name||Total Remuneration||% of revenue 161551.18||% of net profit before tax 44930.59|
|Mr. Vinod Banwarilal Saraf, Chairman||184.30||0.11||0.41|
|Ms. Vinati Saraf Mutreja, Managing Director & CEO||137.01||0.08||0.30|
|Ms. Viral Saraf Mittal, Director - CSR||78.14||0.05||0.17|
|Mr. Jayesh Ashar, Director - Operations||112.45||0.07||0.25|
|Mr. N. K. Goyal, Chief Financial Officer||87.67||0.05||0.20|
|Mr. Milind Wagh, Company Secretary||33.43||0.02||0.07|
k. The key parameters for any variable component of remuneration availed by the directors:
No variable component is paid.
l. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:
m. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms remuneration is as per the remuneration policy of the Company.
n. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.
32) WHISTLE BLOWER POLICY/VIGIL MECHANISM:
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company at https://vinatiorganics.com/wp-content/uploads/2021/05/Whistle-Blower-Policy.pdf
33) TRANSACTION WITH RELATED PARTIES:
All the transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. The Audit Committee had given omnibus approval for the transactions (which are repetitive in nature) and the same were reviewed and approved by the Board. The details of all such transactions executed with related parties are placed before the Audit Committee on a quarterly basis for their review and are also placed before the Board.
Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure G in Form AOC - 2 and the same forms part of this report.
34) BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations, 2015.
The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board meetings, information and functioning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual Directors including Independent Directors, on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings and the preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.
35) INDEPENDENT DIRECTORS MEETING:
The Independent Directors of the Company met on January 31, 2022 inter-alia to discuss:
(i) Review the performance of Non-Independent Directors and the Board of Directors as a whole;
(ii) Review the performance of the Chairperson of the Company, taking into account the views of the Executive and Non-Executive Directors;
(iii) Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and NonExecutive Directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed. (Annexure H)
36) NUMBER OF MEETINGS OF THE BOARD:
The Board Directors of the Company met five (5) times during the year on 13.5.2021,31.07.2021,08.09.2021, 10.1 1.2021 and 31.01.2022.
37) INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this report.
38) AUDIT COMMITTEE:
The Audit Committee comprises Mr. J.C Laddha (Chairman), Mr. Adesh Gupta and Ms. Mona Bhide. During the year under review, all recommendations made by the Audit Committee were accepted by the Board.
39) REPORTING OF FRAUDS:
There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made thereunder.
40) TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:
As required under Section 124 of the Act 53084 equity shares in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund Authority (IEPF) during the financial year 2021-22. Details of shares transferred have been uploaded on the website of IEPF as well as the Company.
41) AUDITORS AND AUDIT REPORTS:
(i) Statutory Auditors and their Report:
The Members at the 28th Annual General Meeting of the Company held on July 29, 2017, had appointed M. M. Nissim & Co LLP, Chartered Accountants (Firm Registration No. ICAI/FRN/107122W/W100672) as the Statutory Auditor of the Company to hold office for a term of five years i.e. from the conclusion of the said 28th Annual General Meeting until the conclusion of 33rd Annual General Meeting of the Company to be held in the year 2022, subject to ratification of their appointment by the shareholders, every year.
The Board of Directors, based on the recommendation of the Audit Committee and the certification from the Statutory Auditors certifying their independence and arms length relationship with your Company, has appointed M. M. Nissim & Co LLP. Chartered Accountants (Firm Registration No. ICAI/FRN/107122W/W100672) as Statutory Auditor of the Company for a Second term of five years i.e. from the conclusion of this 33rd Annual General Meeting until the conclusion of 38th Annual
General Meeting of the Company as mentioned in the Notice. A resolution seeking Members approval for appointment of Statutory Auditor for second term forms part of the Notice of 33rd Annual General Meeting.
There are no qualifications, reservations or adverse remarks or disclaimers made by the Auditors in their report on the Financial Statements of the Company for the Financial Year ended March 31, 2022.
During the year under review, the Statutory Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.
(ii) Cost Auditors and Cost Audit Report:
As per the requirements of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, maintenance of cost records is applicable to the Company and the Audit of the said Cost Records is being carried out every year. The Board of Directors, based on the recommendation of the Audit Committee and the certification from the Cost Auditors certifying their independence and arms length relationship with your Company, has appointed M/s. N. Ritesh & Associates, Cost Accountants, as Cost Auditor of the Company for conducting the Cost Audit for the financial year 2022 - 23, on such remuneration as mentioned in the Notice of the 33rd Annual General Meeting. A resolution seeking Members ratification for the remuneration payable to the Cost Auditor forms part of the Notice of 33rd Annual General Meeting and the same is recommended for your consideration and ratification.
In accordance with Companies (Cost Records and Audit) Rules, 2014, the Cost Audit Report for the financial year ended 31.03.2021 was filed in XBRL on 23.1 1.2021 vide SRN: T59691865 with the Ministry of Corporate Affairs, New Delhi.
During the year under review, the Cost Auditor had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.
(iii) Secretarial Auditor and Secretarial Audit Report:
Pursuant to the provisions of Section 204 of the Act and the rules made there under, the Company had appointed M/s. VKM & Associates, Practising Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year ended March 31,2022. The Secretarial Audit Report issued in this regard is annexed as Annexure I.
The observations made in the Secretarial Audit Report are self-explanatory and do not call for any further comments.
During the year under review, the Secretarial Auditor had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.
(iv) Annual Secretarial Compliance Report:
The Company has undertaken an audit for the Financial Year 2021-2022 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/ Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Mr. Vijay Mishra, Partner of M/s. VKM & Associates, Practising Company Secretaries has been submitted to the Stock Exchanges within 60 days of the end of the Financial Year 2021-22.
42) COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings respectively.
43) CORPORATE POLICIES AND PROCEDURES ON INTERNAL FINANCIAL CONTROLS:
The Corporate Policies and Procedures on Internal Financial Controls policy has been posted on website of the Company at https://vinatiorganics.com/wp-content/uploads/2021/05/ corporate-policv-on-internal-financial-control.pdf
44) BUSINESS RESPONSIBILITY REPORT:
As per Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Business Responsibility Report is attached and is a part of this Annual Report as set out in Annexure J of this report and is also available on Companys website at www.vinatiorganics.com
45) STATUTORY DISCLOSURES:
There were no transactions/events with respect to the following items during the financial year under review and accordingly no disclosure or reporting is required with respect to the same:
1. Deposit from the public falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.
B-12 & B-13/1, MIDC Industrial Area,
Mahad - 402 309, Dist. Raigad, Maharashtra.
Tel No.: 022-61240444/428, Fax No.: 022-61240438 Email : email@example.com Website: www.vinatiorganics.com CIN: L24116MH1989PLC052224 Mumbai, May 14, 2022
2. Issue of equity shares with differential rights as to dividend, voting or otherwise
3. Receipt of any remuneration or commission by the Managing Director/Whole-time Director of the Company from any of its subsidiaries/ other Companies.
4. Significant or material orders passed by the regulators or courts or tribunals which impact the going concern status and the Companys operations in future.
5. Buyback of shares
6. Material changes and commitments, affecting the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this Directors report unless otherwise stated in the report. The details pertaining to the composition of various committees of the Board including the Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee, Risk Management Committee and Corporate Social Responsibility Committee and the details of establishment of Vigil Mechanism are included in the Corporate Governance Report, which is a part of this report.
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
46) APPRECIATION & ACKNOWLEDGEMENTS:
Your Directors take this opportunity to place on record their sincere gratitude for assistance and cooperation received from Central & State Governments, banks, financial institutions, shareholders, business associates and esteemed customers for their continued support and assistance during the year.
Your Directors also place on record their appreciation for the excellent contribution made by all employees of Vinati Organics Limited through their commitment, competence, co- operation and diligence to duty in achieving consistent growth of the Company.
|For and on behalf of the Board of Directors|
Gold/NCD/NBFC/Insurance and NPS
Gold/NCD/NBFC/Insurance and NPS